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TORONTO, Jan. 21, 2015 /CNW/ - SQI Diagnostics Inc.
("SQI" or the "Company") (TSX-V: SQD; OTCQX:
SQIDF), a life sciences company that develops and
commercializes proprietary technologies and products for advanced
microarray diagnostics, today announced it intends to complete a
non-brokered private placement (the "Offering") of secured
debentures of up to $4 million
(collectively, the "Debentures").
The Debentures will bear interest at a rate of 10% per annum on
the principal amount outstanding and will be repayable 60 months
from the date issued. The Debentures will be secured by a general
security agreement over all the present and future assets of the
Company including intangibles. In consideration for the Debentures,
the Company is issuing an aggregate of up on four million common
share purchase warrants (collectively, the "Warrants"). Each
Warrant will entitle the holder to purchase one common share of the
Corporation (a "Share") at a price of $0.60 and is exercisable at any time up to 60
months after the date of issue. The securities being issued
pursuant to the Offering will be subject to a four month hold
period in accordance with applicable Canadian securities law.
The Debentures may be redeemed in whole or in part, at par and
without premium or penalty, at the option of the Company if at any
time following the first anniversary of the date of issuance of the
Debentures, and prior to the maturity date of such
Debentures, the volume weighted average closing price of the
Company's Shares on the TSXV (or any other stock exchange on which
such Shares are then traded) is equal to or greater than
$1.00 per share for twenty (20)
consecutive trading days.
SQI intends to use the net proceeds to fund the Company's
product development and commercialization programs, sales and
marketing and for general working capital purposes.
The Company expects an initial closing of the Offering on or
about January 23, 2015, with
additional closings in February, 2015.
In connection with the Offering, the Company will pay a finder's
fee in cash equal to 6% of the gross proceeds of the Offering and
will issue compensation warrants equal to 10% of the aggregate
warrants issued in the Offering. The finder's warrants will
exercisable at a price of $0.60 at
any time up to 60 months after the date of issue.
The issuance of the Debentures is subject to the execution of
the debenture agreements and a general security agreement and the
approval of the TSX Venture Exchange. The Offering is also subject
to all necessary regulatory and stock exchange approvals.
The securities described herein have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") or any state securities
laws and accordingly may not be offered or sold within the United States or to "U.S. persons", as
such term is defined in Regulation S promulgated under the U.S.
Securities Act ("U.S. Persons"), except in compliance with
the registration requirements of the U.S. Securities Act and
applicable state securities requirements or pursuant to exemptions
therefrom. This news release does not constitute an offer to sell
or a solicitation of an offer to buy and of the Company's
securities to, or for the account of benefit of, persons in
the United States or U.S.
Persons.
About SQI Diagnostics
SQI Diagnostics is a life sciences and diagnostics company that
develops and commercializes proprietary technologies and products
for advanced microarray diagnostics. The Company's proprietary
microarray tests and fully-automated systems are designed to
simplify protein and antibody testing workflow, increase
throughput, reduce costs and provide excellent data quality. For
more information, please visit www.sqidiagnostics.com.
Forward-looking Information
This news release contains certain forward-looking
statements, including, without limitation, statements containing
the words "will", "to be" and other similar expressions which
constitute "forward-looking information" within the meaning of
applicable securities laws. Forward-looking statements reflect the
Company's current expectation and assumptions, and are subject to a
number of risks and uncertainties that could cause actual results
to differ materially from those anticipated. The forward-looking
statements in this news release include without limitation,
statements with respect to the use of proceeds of the Offering and
the completion of the proposed Offering, which may not be
completed. These forward-looking statements involve risks and
uncertainties including, but not limited to risks related to market
conditions for the Offering, the failure to obtain necessary
regulatory approvals, general economic and market segment
conditions, and international risk and currency exchange,
agreements and future agreements to sell our products, the success
of our Diagnostic Tools and Services business and our intent to
build near-term revenue streams from this business, the successful
regulatory filing and receipt of regulatory approvals for our later
stage quantitative diagnostic kits , the acceleration of our
revenue ramp, general economic and market segment conditions,
competitor activity, technology changes and regulatory approvals.
Such statements reflect the current views of the Company with
respect to future events and are subject to certain risks and
uncertainties and other risks detailed from time-to-time in the
Company's ongoing filings with the securities regulatory
authorities, which filings can be found at www.sedar.com. Actual
results, events, and performance may differ materially. Readers are
cautioned not to place undue reliance on these forward-looking
statements. The Company undertakes no obligation to publicly update
or revise any forward-looking statements either as a result of new
information, future events or otherwise, except as required by
applicable laws.
This news release does not constitute an offer to sell or
a solicitation of an offer to sell any of the securities in
the United States. The securities
have not been and will not be registered under the U.S. Securities
Act or any state securities laws and may not be offered or sold
within the United States or to
U.S. persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE SQI Diagnostics Inc.